**FIRSTHANDTECHNOLOGY VALUE FUND, INC.**

 

**AMENDEDAND RESTATED BYLAWS**

 

**ARTICLEI**

 

**OFFICES**

 

Section1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such placeas the Board of Directors may designate.

 

Section2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at suchplaces as the Board of Directors may from time to time determine or the business of the Corporation may require.

 

**ARTICLEII**

 

**MEETINGSOF STOCKHOLDERS**

 

Section1. PLACE. All meetings of stockholders shall be held at the principal executive office of the Corporation or at suchother place as shall be set in accordance with the Bylaws and stated in the notice of the meeting.

 

Section2. ANNUAL MEETING. An annual meeting of stockholders for the election of directors and the transaction of anybusiness within the powers of the Corporation shall be held on the date and at the time and place set by the Board ofDirectors.

 

Section3. SPECIAL MEETINGS.

 

(a) General.The chairman of the Board, the president or the Board of Directors may call a special meeting of the stockholders. Subject tosubsection (b) of this Section 3, a special meeting of stockholders shall also be called by the secretary of the Corporation toact on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitledto cast not less than a majority of all the votes entitled to be cast on such matter at such meeting. Subject to subsection (b)of this Article II, Section 3, any special meeting shall be held at such place, date and time as may be designated by the chairmanof the Board, the president or the Board of Directors, whoever shall have called the meeting. In fixing a date for any specialmeeting, the chairman of the Board, the president or the Board of Directors may consider such factors as he, she or it deems relevant,including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any requestfor the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting.

 

(b) StockholderRequested Special Meetings. (1) Any stockholder of record seeking to have stockholders request a special meeting shall, bysending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested,request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “RequestRecord Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to beacted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorizedin a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such stockholder (or suchagent) and shall set forth all information relating to each such stockholder and each matter proposed to be acted on at the meetingthat would be required to be disclosed in connection with the solicitation of proxies for the election of directors in an electioncontest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation,in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, andthe rules and regulations promulgated thereunder (the “Exchange Act”). Upon receiving the Record Date Request Notice,the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than tendays after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board ofDirectors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received,fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenthday after the first date on which a Record Date Request Notice is received by the secretary.

 

 

(2) Inorder for any stockholder to request a special meeting to act on any matter that may properly be considered at a meeting of stockholders,one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by stockholdersof record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to castnot less than a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”)shall be delivered to the secretary. In addition, the Special Meeting Request shall (a) set forth the purpose of the meeting andthe matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date RequestNotice received by the secretary), (b) bear the date of signature of each such stockholder (or such agent) signing the SpecialMeeting Request, (c) set forth (i) the name and address, as they appear in the Corporation’s books, of each stockholdersigning such request (or on whose behalf the Special Meeting Request is signed), (ii) the class, series and number of all sharesof stock of the Corporation which are owned (beneficially or of record) by each such stockholder and (iii) the nominee holderfor, and number of, shares of stock of the Corporation owned beneficially but not of record by such stockholder, (d) be sent tothe secretary by registered mail, return receipt requested, and (e) be received by the secretary within 60 days after the RequestRecord Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special MeetingRequest) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

 

(3)The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing ordelivering the notice of the meeting (including the Corporation’s proxy materials). The secretary shall not be requiredto call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documentsrequired by paragraph (2) of this Section 3(b), the secretary receives payment of such reasonably estimated cost prior to thepreparation and mailing or delivery of such notice of the meeting.

 

(4) Inthe case of any special meeting called by the secretary upon the request of stockholders (a “Stockholder-Requested Meeting”),such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, thatthe date of any Stockholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the “MeetingRecord Date”); and provided further that if the Board of Directors fails to designate, within ten days after the date thata valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for aStockholder-Requested Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th day after the Meeting RecordDate or, if such 90th day is not a Business Day (as defined below), on the first preceding Business Day; and provided furtherthat in the event that the Board of Directors fails to designate a place for a Stockholder-Requested Meeting within ten days afterthe Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In the case of any Stockholder-RequestedMeeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, thenthe close of business on the 30th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revokethe notice for any Stockholder-Requested Meeting in the event that the requesting stockholders fail to comply with the provisionsof paragraph (3) of this Section 3(b).

 

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(5) If written revocations of the Special Meeting Request have been delivered to the secretary and the result is thatstockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast lessthan the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting to the secretary: (i) ifthe notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meetingand send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request fora special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to allrequesting stockholders who have not revoked requests for a special meeting on the matter written notice of any revocation ofa request for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meetingor for the chairman of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke thenotice of the meeting at any time before ten days before the commencement of the meeting or (B) the chairman of the meetingmay call the meeting to order and adjourn the meeting without acting on the matter. Any request for a special meetingreceived after a revocation by the secretary of a notice of a meeting shall be considered a request for a new specialmeeting.

 

(6) TheBoard of Directors, the chairman of the Board or the president may appoint regionally or nationally recognized independent inspectorsof elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validityof any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform suchreview, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of(i) five Business Days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectorscertify to the Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholdersof record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in anyway be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity ofany request, whether during or after such five Business Day period, or to take any other action (including, without limitation,the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in suchlitigation).

 

(7) Forpurposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which bankinginstitutions in the State of California are authorized or obligated by law or executive order to close.

 

Section4. NOTICE OF MEETINGS. Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shallgive to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to noticeof the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of aspecial meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presentingit to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business, by electronictransmission or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when depositedin the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of theCorporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmittedto the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receiveselectronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single noticeshall be effective as to any stockholder at such address, unless a stockholder sharing such an address objects to receiving suchsingle notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or morestockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this ArticleII or the validity of any proceedings at any such meeting.

 

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Subjectto Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders withoutbeing specifically designated in the notice, except such business as is required by any statute to be stated in such notice. Nobusiness shall be transacted at a special meeting of stockholders except as specifically designated in the notice. The Corporationmay postpone or cancel a meeting of stockholders by making a public announcement (as defined in Section 11(c)(3) of this ArticleII) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponedshall be given not less than ten days prior to such date and otherwise in the manner set forth in this section.

 

Section5. ORGANIZATION AND CONDUCT. Every meeting of stockholders shall be conducted by an individual appointed by the Boardof Directors to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the chairman ofthe Board, if any, or, in the case of a vacancy in the office or absence of the chairman of the Board, by one of thefollowing officers present at the meeting in the following order: the vice chairman of the Board, if any, the chief executiveofficer, the president, the vice presidents in their order of rank and, within each rank, in their order of seniority, thesecretary, the treasurer or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majorityof the votes cast by stockholders present in person or by proxy. The secretary, or, in the case of a vacancy in the office orabsence of the secretary, an assistant secretary, or, in the case of a vacancy in the office of assistant secretary or theabsence of both the secretary and all assistant secretaries, an individual appointed by the Board of Directors or, in theabsence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary. In the event thatthe secretary presides at a meeting of stockholders, an assistant secretary, or, in the absence of all assistant secretaries,an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting.The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairmanof the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, inthe discretion of the chairman and without any action by the stockholders, are appropriate for the proper conduct of themeeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b)limiting attendance or participation at the meeting to stockholders of record of the Corporation, their duly authorizedproxies and such other individuals as the chairman of the meeting may determine; (c) limiting the time allotted to questionsor comments; (d) determining when and for how long the polls should be opened and when the polls should be closed and whenannouncement of the results should be made; (e) maintaining order and security at the meeting; (f) removing any stockholderor any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman ofthe meeting; (g) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a laterdate and time and at a place announced at the meeting; and (h) complying with any state and local laws andregulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings ofstockholders shall not be required to be held in accordance with any rules of parliamentary procedure.

 

Section6. QUORUM. At any meeting of stockholders, the presence in person or by proxy of the holders of shares of stock of theCorporation entitled to cast a majority of the votes entitled to be cast (without regard to class) shall constitute a quorum atany meeting of the stockholders, except with respect to any such matter that, under applicable statutes or regulatory requirements,requires approval by a separate vote of one or more classes of stock, in which case the presence in person or by proxy of theholders of shares entitled to cast a majority of the votes entitled to be cast by each such class on such a matter shall constitutea quorum. This section shall not affect any requirement under any statute or the charter of the Corporation (the “Charter”)for the vote necessary for the adoption of any measure.

 

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If,however, such quorum shall not be present at any meeting of the stockholders, the chairman of the meeting may adjourn the meetingsine die or from time to time to a date not more than 120 days after the original record date without notice other than announcementat the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might havebeen transacted at the meeting as originally notified.

 

Thestockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established,may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders toleave fewer than required to establish a quorum.

 

Section7. VOTING. A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is presentshall be sufficient to elect a director. Each share may be voted for as many individuals as there are directors to be electedand for whose election the holder is entitled to vote. A majority of the votes cast at a meeting of stockholders duly called andat which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unlessa different vote is required by statute or by the Charter. Unless otherwise provided by statute or in the Charter, each outstandingshare, regardless of class, entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of stockholders.

 

Section8. PROXIES. A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed bythe stockholder or by the stockholder’s duly authorized agent in any manner permitted by applicable law. Such proxy or evidenceof authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall bevalid more than eleven months after its date unless otherwise provided in the proxy.

 

Section9. VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, partnership,trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner, trusteeor managing member thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other personwho has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or otherentity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in whichcase such person may vote such stock. Any director or fiduciary may vote stock registered in the name of such person in the capacityas such director or fiduciary, either in person or by proxy.

 

Sharesof stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determiningthe total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity,in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

 

TheBoard of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that anyshares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder.The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certificationmay be made, the form of certification and the information to be contained in it; if the certification is with respect to a recorddate, the time after the record date within which the certification must be received by the Corporation; and any other provisionswith respect to the procedure which the Board of Directors considers necessary or desirable. On receipt by the secretary of theCorporation of such certification, the person specified in the certification shall be regarded as, for the purposes set forthin the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

 

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Section10. INSPECTORS. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more individualinspectors or one or more entities that designate individuals as inspectors to act at the meeting or any postponement or adjournmentthereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one ormore inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled byappointment made by the Board of Directors in advance of the meeting or at the meeting by the chairman of the meeting. Exceptas otherwise provided by the chairman of the meeting, the inspectors, if any, shall (i) determine the number of shares of stockrepresented at the meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes,ballots or consents, (iii) report such tabulation to the chairman of the meeting, (iv) hear and determine all challenges and questionsarising in connection with the right to vote, and (v) do such acts as are proper to fairly conduct the election or vote. Eachsuch report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector actingat such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The reportof the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be primafacie evidence thereof.

 

Section11. ADVANCE NOTICE OF STOCKHOLDER NOMINEES FOR DIRECTOR AND OTHER STOCKHOLDER PROPOSALS.

 

(a) AnnualMeetings of Stockholders. (1) Nominations of individuals for election to the Board of Directors and the proposal of otherbusiness to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’snotice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who wasa stockholder of record at the record date set by the Board of Directors for the purpose of determining stockholders entitledto vote at the annual meeting, at the time of giving of notice by the stockholder as provided for in this Section 11(a) and atthe time of the annual meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the electionof each individual so nominated or on any such other business and who has complied with this Section 11(a).

 

(2) Forany nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) ofparagraph (a)(1) of this Section 11, the stockholder must have given timely notice thereof in writing to the secretary of theCorporation and, in the case of any such other business, such other business must otherwise be a proper matter for action by thestockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 11 and shallbe delivered to the secretary at the principal executive office of the Corporation not earlier than the 150th day nor later than5:00 p.m., Pacific Time, on the 120th day prior to the first anniversary of the date of the proxy statement (as defined in Section11(c)(3) of this Article II) for the preceding year’s annual meeting; provided, however, that in connection with the Corporation’sfirst annual meeting or in the event that the date of the annual meeting is advanced or delayed by more than 30 days from thefirst anniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely,such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00p.m., Pacific Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenthday following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponementor adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as describedabove.

 

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(3) Suchstockholder’s notice shall set forth:

 

(i) asto each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “ProposedNominee”),

 

(A) allinformation relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxiesfor the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), orwould otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision)under the Exchange Act and the rules thereunder; and

 

(B) whether such stockholder believes any such Proposed Nominee is, or is not, an “interestedperson” of the Corporation, as defined in the Investment Company Act of 1940, as amended, and the rules promulgated thereunder(the “Investment Company Act”) and information regarding such individual that is sufficient, in the discretion ofthe Board of Directors or any authorized officer of the Corporation, to make such determination;

 

(ii) asto any other business that the stockholder proposes to bring before the meeting, a description of such business, the stockholder’sreasons for proposing such business at the meeting and any material interest in such business of such stockholder or any StockholderAssociated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder orthe Stockholder Associated Person therefrom;

 

(iii) asto the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,

 

(A) theclass, series and number of all shares of stock or other securities of the Corporation or affiliate thereof (collectively, the“Company Securities”), if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee orStockholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition,and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stockor other security) in any Company Securities of any such person;

 

(B) thenominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nomineeor Stockholder Associated Person;

 

(C) whetherand the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers,nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transactionor series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, anyborrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefitof changes in the price of (x) Company Securities or (y) any security of any other closed-end investment company (a “PeerGroup Company”) for such stockholder, Proposed Nominee or Stockholder Associated Person or (II) increase or decrease thevoting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof(or, as applicable, in any Peer Group Company) disproportionately to such person’s economic interest in the Company Securities(or, as applicable, in any Peer Group Company); and

 

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(D) anysubstantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractualrelationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder AssociatedPerson, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Company Securities wheresuch stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro ratabasis by all other holders of the same class or series;

 

(iv) asto the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii)or (iii) of this paragraph (3) of this Section 11(a) and any Proposed Nominee,

 

(A) thename and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and businessaddress, if different, of each such Stockholder Associated Person and any Proposed Nominee and

 

(B) theinvestment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individualand a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors insuch stockholder and each such Stockholder Associated Person;

 

(v) thename and address of any person who contacted or was contacted by the stockholder giving the notice or any Stockholder AssociatedPerson about the Proposed Nominee or other business proposal; and

 

(vi) tothe extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee forelection or reelection as a director or the proposal of other business on the date of such stockholder’s notice.

 

(4) Suchstockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a written undertaking executed by theProposed Nominee (i) certifying that such Proposed Nominee (a) is not, and will not become a party to, any agreement, arrangementor understanding with any person or entity other than the Corporation in connection with service or action as a director thathas not been disclosed to the Corporation and (b) will serve as a director of the Corporation if elected; and (ii) attaching acompleted Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholderproviding the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosedin connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (evenif an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuantto Regulation 14A (or any successor provision) under the Exchange Act, or would be required pursuant to the rules of any nationalsecurities exchange on which any securities of the Corporation are listed or over-the-counter market on which any securities ofthe Corporation are traded).

 

(5) Notwithstandinganything in this subsection (a) of this Section 11 to the contrary, in the event that the number of directors to be elected tothe Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversaryof the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting,a stockholder’s notice required by this Section 11(a) shall also be considered timely, but only with respect to nomineesfor any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office ofthe Corporation not later than 5:00 p.m., Pacific Time, on the tenth day following the day on which such public announcement isfirst made by the Corporation.

 

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(6) Forpurposes of this Section 11, “Stockholder Associated Person” of any stockholder means (i) any person acting in concertwith such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by suchstockholder (other than a stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or moreintermediaries, controls, or is controlled by, or is under common control with, such stockholder or such Stockholder AssociatedPerson.

 

(b) SpecialMeetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been broughtbefore the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Boardof Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the directionof the Board of Directors or (ii) provided that the special meeting has been called in accordance with Section 3 of this ArticleII for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record at the record dateset by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the timeof giving of notice provided for in this Section 11 and at the time of the special meeting (and any postponement or adjournmentthereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with thenotice procedures set forth in this Section 11. In the event the Corporation calls a special meeting of stockholders for the purposeof electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as thecase may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’snotice, containing the information required by paragraphs (a)(3) and (4) of this Section 11, is delivered to the secretary atthe principal executive office of the Corporation not earlier than the 120th day prior to such special meeting andnot later than 5:00 p.m., Pacific Time, on the later of the 90th day prior to such special meeting or the tenth dayfollowing the day on which public announcement is first made of the date of the special meeting and of the nominees proposed bythe Board of Directors to be elected at such meeting. The public announcement of a postponement or adjournment of a special meetingshall not commence a new time period for the giving of a stockholder’s notice as described above.

 

(c) General.(1) If information submitted pursuant to this Section 11 by any stockholder proposing a nominee for election as a director orany proposal for other business at a meeting of stockholders shall be inaccurate in any material respect, such information maybe deemed not to have been provided in accordance with this Section 11. Any such stockholder shall notify the Corporation of anyinaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information. Upon writtenrequest by the secretary of the Corporation or the Board of Directors, any such stockholder shall provide, within five BusinessDays of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory,in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any informationsubmitted by the stockholder pursuant to this Section 11, and (B) a written update of any information (including, if requestedby the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other businessproposal before the meeting) submitted by the stockholder pursuant to this Section 11 as of an earlier date. If a stockholderfails to provide such written verification or written update within such period, the information as to which written verificationor a written update was requested may be deemed not to have been provided in accordance with this Section 11.

 

(2) Onlysuch individuals who are nominated in accordance with this Section 11 shall be eligible for election by stockholders as directors,and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordancewith this Section 11. The chairman of the meeting shall have the power to determine whether a nomination or any other businessproposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11.

 

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(3) Forpurposes of this Section 11, “the date of the proxy statement” shall have the same meaning as “the date of thecompany’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, asinterpreted by the Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure(i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulatednews or wire service or (ii) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuantto the Exchange Act or the Investment Company Act.

 

(4) Notwithstandingthe foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of state law andof the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11. Nothingin this Section 11 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, or the right ofthe Corporation to omit a proposal from, any proxy statement filed by the Corporation with the Securities and Exchange Commissionpursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 11 shall require disclosureof revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies afterthe filing of an effective Schedule 14A by such stockholder or Stockholder Associated Person under Section 14(a) of the ExchangeAct.

 

(5) Notwithstandinganything in these Bylaws to the contrary, except as otherwise determined by the chairman of the meeting, if the stockholder givingnotice as provided for in this Section 11 does not appear in person or by proxy at such annual or special meeting to present eachnominee for election as a director or the proposed business, as applicable, such matter shall not be considered at the meeting.

 

Section12. VOTING BY BALLOT. Voting on any question or in any election may be viva voce unless the presiding officer shallorder or any stockholder shall demand that voting be by ballot.

 

Section13. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Charter or these Bylaws, Title 3, Subtitle7 of the Maryland General Corporation Law (the “MGCL”), or any successor statute, shall not apply to any acquisitionby any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether beforeor after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply toany prior or subsequent control share acquisition.

 

**ARTICLEIII**

 

**DIRECTORS**

 

Section1. GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board ofDirectors.

 

Section2. NUMBER, TENURE AND QUALIFICATIONS. A majority of the entire Board of Directors may establish, increase or decreasethe number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL normore than 15, and further provided that the tenure of office of a director shall not be affected by any decrease in the numberof directors. Any director of the Corporation may resign at any time by delivering his or her resignation to the Board of Directors,the chairman of the Board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later timespecified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise statedin the resignation.

 

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Section3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at thesame place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. In the event such meeting isnot so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided forspecial meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held from time to time at suchplaces and times as provided by the Board of Directors by resolution, without notice other than such resolution.

 

Section4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman ofthe Board of Directors, the president or by a majority of the directors then in office. The person or persons authorized to callspecial meetings of the Board of Directors may fix the time and place of any special meeting of the Board of Directors calledby them. The Board of Directors may provide, by resolution, the time and place of special meetings of the Board of Directors withoutnotice other than such resolution.

 

Section5. NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronicmail, facsimile transmission, United States mail or courier to each director at his or her business or residence address. Noticeby personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting.Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at leasttwo days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personallygiven such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemedto be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimiletransmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to theCorporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemedto be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shallbe deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transactedat, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unlessspecifically required by statute or these Bylaws.

 

Section6. QUORUM. A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Boardof Directors, provided that, if less than a majority of such directors is present at such meeting, a majority of the directorspresent may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicablelaw, the Charter of the Corporation or these Bylaws, the vote of a majority or other percentage of a particular group of directorsis required for action, a quorum must also include a majority or such other percentage of such group.

 

Thedirectors present at a meeting which has been duly called and at which a quorum has been established may continue to transactbusiness until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required toestablish a quorum.

 

Section7 VOTING. The action of a majority of the directors present at a meeting at which a quorum is present shall be the actionof the Board of Directors, unless the concurrence of a greater proportion is required for such action by statute, the Charteror these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum, but themeeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meetingshall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by statute,the charter of the Corporation or these Bylaws.

 

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Section8. ORGANIZATION. At each meeting of the Board of Directors, the chairman of the Board or, in the absence of the chairman,the vice chairman of the Board, if any, shall act as chairman of the meeting. In the absence of both the chairman and vice chairmanof the Board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absenceof the president, a director chosen by a majority of the directors present, shall act as chairman of the meeting. The secretaryor, in his or her absence, an assistant secretary of the Corporation, or, in the absence of the secretary and all assistant secretaries,an individual appointed by the chairman of the meeting, shall act as secretary of the meeting

 

Section9. TELEPHONE MEETINGS. Subject to the provisions of the Investment Company Act, directors may participate in a meetingby means of a conference telephone or other communications equipment if all persons participating in the meeting can hear eachother at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

 

Section10. CONSENT BY DIRECTORS WITHOUT A MEETING. Subject to the provisions of the Investment Company Act, any action requiredor permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent to such actionis given in writing or by electronic transmission by each director and is filed with the minutes of proceedings of the Board ofDirectors.

 

Section11. VACANCIES. If for any reason any or all the directors cease to be directors, such event shall not terminate theCorporation or affect these Bylaws or the powers of the remaining directors hereunder, if any. Pursuant to the Corporation’selection in Article IV of the Charter, subject to applicable requirements of the Investment Company Act, except as may be providedby the Board of Directors in setting the terms of any class or series of preferred stock, (a) any vacancy on the Board of Directorsmay be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum and (b)any director elected to fill a vacancy shall serve for the remainder of the full term of the class in which the vacancy occurredand until a successor is elected and qualifies.

 

Section12.  COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolutionof the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilitiesowned or leased by the Corporation and for any service or activity they perform or engage in as directors. Directors may be reimbursedfor expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereofand for their expenses, if any, in connection with each property visit and any other service or activity they perform or engagein as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in anyother capacity and receiving compensation therefor.

 

 Section13. LOSS OF DEPOSITS. No director shall be liable for any loss which may occur by reason of the failure of the bank,trust company, savings and loan association, or other institution with whom moneys or stock have been deposited.

 

 Section14. SURETY BONDS. Unless required by law, no director shall be obligated to give any bond or surety or other securityfor the performance of any of his or her duties.

 

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Section15. RELIANCE. Each director and officer of the Corporation shall, in the performance of his or her duties with respectto the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement orother financial data, prepared or presented by an officer or employee of the Corporation whom the director or officer reasonablybelieves to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as toa matter which the director or officer reasonably believes to be within the person’s professional or expert competence,or, with respect to a director, by a committee of the Board of Directors on which the director does not serve, as to a matterwithin its designated authority, if the director reasonably believes the committee to merit confidence.

 

Section16. RATIFICATION. The Board of Directors or the stockholders may ratify any action or inaction by the Corporation orits officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter, and ifso ratified, shall have the same force and effect as if originally duly authorized, and such ratification shall be binding uponthe Corporation and its stockholders. Any action or inaction questioned in any proceeding on the ground of lack of authority,defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, theapplication of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by theBoard of Directors or by the stockholders, and such ratification shall constitute a bar to any claim or execution of any judgmentin respect of such questioned action or inaction.

 

Section17. EMERGENCY PROVISIONS. Notwithstanding any other provision in the Charter or these Bylaws, this Section 17 shallapply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Boardof Directors under Article III of these Bylaws cannot readily be obtained (an “Emergency”). The existence of an Emergencyshall be determined by the Board of Directors in its sole and absolute discretion. During any Emergency, unless otherwise providedby the Board of Directors, (i) a meeting of the Board of Directors or a committee thereof may be called by any director or officerby any means feasible under the circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency maybe given less than 24 hours prior to the meeting to as many directors and by such means as may be feasible at the time, includingpublication, television or radio; and (iii) the number of directors necessary to constitute a quorum shall be one-third of theentire Board of Directors.

 

**ARTICLEIV**

 

**COMMITTEES**

 

Section1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee,an Audit Committee, a Valuation Committee, a Nominating Committee, a Compensation Committee and other committees, composed ofone or more directors, to serve at the pleasure of the Board of Directors. In the absence of any member of any such committee,the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in theplace of such absent member.

 

Section2. POWERS. The Board of Directors may delegate to committees appointed under Section 1 of this Article any of the powersof the Board of Directors, except as prohibited by law. Except as may be otherwise provided by the Board of Directors, any committeemay delegate some or all of its power and authority to one or more subcommittees, composed of one or more directors, as the committeedeems appropriate in its sole discretion.

 

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Section3. MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Boardof Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meetingof the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. TheBoard of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two membersof any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Boardof Directors shall otherwise provide.

 

Section4. TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conferencetelephone or other communications equipment if all persons participating in the meeting can hear each other at the same time.Participation in a meeting by these means shall constitute presence in person at the meeting.

 

Section5. CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committeeof the Board of Directors may be taken without a meeting, if a consent to such action is given in writing or by electronic transmissionby each member of the committee and is filed with the minutes of proceedings of such committee.

 

Section6. VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change themembership of any committee, to appoint the chair of any committee, to fill all vacancies, to designate alternate members to replaceany absent or disqualified member or to dissolve any such committee. Subject to the power of the Board of Directors, the membersof the committee shall have the power to fill any vacancies on the committee.

 

**ARTICLEV**

 

**OFFICERS**

 

Section1. GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a treasurer and mayinclude a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, a chiefcompliance officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directorsmay from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The Boardof Directors may designate a chairman of the Board and a vice chairman of the Board, who shall not, solely by reason of such designation,be officers of the Corporation but shall have such powers and duties as determined by the Board of Directors from time to time.The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer orpresident may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers.Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignationor removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by thesame person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officeror agent.

 

Section2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed, with or without cause, by the Boardof Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be withoutprejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by deliveringhis or her resignation to the Board of Directors, the chairman of the Board, the president or the secretary. Any resignation shalltake effect immediately upon its receipt or at such later time specified in the notice of resignation. The acceptance of a resignationshall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudiceto the contract rights, if any, of the Corporation.

 

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Section3. VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

 

Section4. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. In the absence of such designation,the president shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibilityfor implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of thebusiness and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, exceptin cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officeror agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incidentto the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.

 

Section5. CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officershall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

 

Section6. CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officershall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

 

Section7.  CHIEF COMPLIANCE OFFICER. The Board of Directors may designate a chief compliance officer. The chief compliance officershall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

 

Section8. PRESIDENT. In the absence of a designation of a chief operating officer by the Board of Directors, the presidentshall be the chief operating officer. In the absence of a designation of a chief executive officer by the Board of Directors,the president shall be the chief executive officer. He or she may execute any deed, mortgage, bond, contract or other instrument,except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to someother officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform allduties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

 

Section9. VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president(or in the event there be more than one vice president, the vice presidents in the order designated at the time of their electionor, in the absence of any designation, then in the order of their election) shall perform the duties of the president and whenso acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such otherduties as from time to time may be assigned to such vice president by the president or by the Board of Directors. The Board ofDirectors may designate one or more vice presidents as executive vice president or as vice president for particular areas of responsibility.

 

Section10. SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directorsand committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly givenin accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of theseal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretaryby such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such otherduties as from time to time may be assigned to him by the chief executive officer, the president or by the Board of Directors.

 

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Section11. TREASURER. The treasurer shall keep full and accurate accounts of receipts and disbursements in books belongingto the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation insuch depositories as may be designated by the Board of Directors and in general perform such other duties as from time to timemay be assigned to him or her by the chief executive officer, the president or the Board of Directors. In the absence of a designationof a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.

 

Thetreasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers forsuch disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directorsor whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

 

Section12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general,shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the president or theBoard of Directors.

 

**ARTICLEVI**

 

**CONTRACTS,CHECKS AND DEPOSITS**

 

Section1. CONTRACTS. The Board of Directors or any manager of the Corporation approved by the Board of Directors and actingwithin the scope of its authority pursuant to a management or advisory agreement with the Corporation may authorize any officeror agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation andsuch authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shallbe valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors or a manager oradviser acting within the scope of its authority pursuant to a management or advisory agreement and executed by the chief executiveofficer, the president or any other person authorized by the Board of Directors or such a manager or adviser.

 

Section2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtednessissued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall fromtime to time be determined by the Board of Directors.

 

Section3. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited or invested from time to time tothe credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may designate.

 

**ARTICLEVII**

 

**STOCK**

 

Section1. CERTIFICATES; REQUIRED INFORMATION. Except as may be otherwise provided by the Board of Directors or any officerof the Corporation, stockholders of the Corporation are not entitled to certificates representing the shares of stock held bythem. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in suchform as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information requiredby the MGCL and shall be signed by the officers of the Corporation in any manner permitted by the MGCL. In the event that theCorporation issues shares of stock without certificates, to the extent then required by the MGCL the Corporation shall provideto the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates.There shall be no difference in the rights and obligations of stockholders based on whether or not their shares are representedby certificates.

 

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Section2. TRANSFERS. All transfers of shares of stock shall be made on the books of the Corporation in such manner as theBoard of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender ofcertificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to thedetermination of the Board of Directors or an officer of the Corporation that such shares shall no longer be represented bycertificates. Upon the transfer of uncertificated shares, to the extent then required by the MGCL, the Corporation shallprovide to record holders of such shares a written statement of the information required by the MGCL to be included on stockcertificates.

 

TheCorporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly,shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person,whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the Stateof Maryland.

 

Notwithstandingthe foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of theterms and conditions contained therein.

 

Section3. REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issued inplace of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen ormutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen ormutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requestedin writing by such stockholder and the Board of Directors or an officer of the Corporation has determined that such certificatesmay be issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilatedcertificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance ofa new certificate or certificates, to give the Corporation a bond in such sums as it may direct as indemnity against any claimthat may be made against the Corporation.

 

Section4. FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholdersentitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of anydividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose.Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not morethan 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particularaction requiring such determination of stockholders of record is to be held or taken.

 

Whena record date for the determination of stockholders entitled to notice of and to vote at any meeting of stockholders has beenset as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except ifthe meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, inwhich case a new record date for such meeting may be determined as set forth herein.

 

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Section5. STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountantsor transfer agent, an original or duplicate share ledger containing the name and address of each stockholder and the number ofshares of each class held by such stockholder.

 

Section6. FRACTIONAL STOCK. The Board of Directors may authorize the Corporation to issue fractional shares of stock on suchterms and under such conditions as it may determine.

 

**ARTICLEVIII**

 

**ACCOUNTINGYEAR**

 

TheBoard of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

 

**ARTICLEIX**

 

**DISTRIBUTIONS**

 

Section1. AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized by the Board ofDirectors, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property orstock of the Corporation, subject to the provisions of law and the Charter.

 

Section2. CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of theCorporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, inits absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends or other distributions, forrepairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine tobe in the best interest of the Corporation, and the Board of Directors may modify or abolish any such reserve.

 

**ARTICLEX**

 

**SEAL**

 

Section1. SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the nameof the Corporation and the year of its incorporation and the words “Incorporated Maryland,” or shall be in such otherform as may approved by the Board of Directors. The Board of Directors may authorize one or more duplicate seals and provide forthe custody thereof.

 

Section2. AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficientto meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent tothe signature of the person authorized to execute the document on behalf of the Corporation.

 

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**ARTICLEXI**

 

**INDEMNIFICATIONAND ADVANCE OF EXPENSES**

 

Tothe maximum extent permitted by Maryland law, in effect from time to time, the Corporation shall indemnify and, without requiringa preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advanceof final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation andwho is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacityor (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or hasserved as a director, officer, partner, trustee, manager or member of another corporation, real estate investment trust, limitedliability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatenedto be made a party to, or witness in, the proceeding by reason of his or her service in that capacity. The rights to indemnificationand advance of expenses provided by the Charter and these Bylaws shall vest immediately upon the election of a director or officer.The Corporation may, with the approval of its Board of Directors, provide such indemnification and advance for expenses to anindividual who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employeeor agent of the Corporation or a predecessor of the Corporation. The indemnification and payment or reimbursement of expensesprovided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnificationor payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.Any indemnification or payment or reimbursement of expenses made pursuant to this Article XI shall be subject to applicable requirementsof the Investment Company Act.

 

Neitherthe amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Bylaws or the Charter inconsistentwith this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any actor failure to act which occurred prior to such amendment, repeal or adoption.

 

**ARTICLEXII**

 

**WAIVEROF NOTICE**

 

Wheneverany notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiverthereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or afterthe time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at northe purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendanceof any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting forthe express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully calledor convened.

 

**ARTICLEXIII**

 

**INSPECTIONOF RECORDS**

 

Astockholder that is otherwise eligible under applicable law to inspect the Corporation’s books of account, stock ledger,or other specified documents of the Corporation shall have no right to make such inspection if the Board of Directors determinesthat such stockholder has an improper purpose for requesting such inspection.

 

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**ARTICLEXIV**

 

**INVESTMENTCOMPANY ACT**

 

Ifand to the extent that any provision of the MGCL, including, without limitation, Subtitle 6 and, if then applicable, Subtitle7, of Title 3 of the MGCL, or any provision of the Charter or these Bylaws conflicts with any provision of the Investment CompanyAct, the applicable provision of the Investment Company Act shall control.

 

**ARTICLEXV**

 

**EXCLUSIVEFORUM FOR CERTAIN LITIGATION**

 

Unlessthe Corporation consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland,or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division,shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) anyaction asserting a claim of breach of any duty owed by any director or officer or other employee of the Corporation to the Corporationor to the stockholders of the Corporation, (c) any action asserting a claim against the Corporation or any director or officeror other employee of the Corporation arising pursuant to any provision of the MGCL, the Charter or these Bylaws, or (d) any actionasserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed bythe internal affairs doctrine.

 

**ARTICLEXVI**

 

**AMENDMENTOF BYLAWS**

 

TheBoard of Directors shall have the exclusive power, at any time, to adopt, alter or repeal any provision of these Bylaws and tomake new Bylaws.

 

Amendedand restated as of March 16, 2018.

 

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